Banas Finance Ltd

Dematerialisation status

• Dematerialisation requests received in September 2026 were processed and confirmed to the depositories.
• Securities dematerialised during the period are listed on the exchanges where the company’s shares are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification; depository name updated in records.
• Steps were completed within prescribed timelines.

Banas Finance Ltd — Closure of Trading Window from October 1, 2026; to reopen 48 hours after declaration of unaudited financial results for Q2 and half-year ended September 30, 2026.

AGM Details

• AGM held on 24 September 2026 via VC/OAVM.
• Record date: 17 September 2026.
• Total shareholders on record: 38,219.
• Remote e-voting and AGM e-voting facility provided.
• Scrutinizer: Jay Bhatt & Associates.
• Attendance: Promoter group 3; Public 85 via VC.
• All resolutions approved by requisite majority.

Key Resolutions

• Agenda 1: Adoption of Audited Financial Statements – ordinary, approved.
• Agenda 2: Appointment of Director (Grawal) – ordinary, approved.
• Agenda 3: Appointment of Company Secretary and Compliance Officer – ordinary, approved.
• Agenda 4: Re-appointment of Independent Director Vikash Kulhriya – ordinary, approved.
• Agenda 5: Approval of Related Party Transactions – ordinary, approved.

Voting Results

• Agenda 1: ~50.63% polled; ~99.99% in favour.
• Agenda 2: ~50.63% polled; ~99.99% in favour.
• Agenda 3: ~50.63% polled; ~99.99% in favour.
• Agenda 4: ~50.63% polled; ~99.99% in favour.
• Agenda 5: ~50.63% polled; ~99.99% in favour.

Directors & Management Changes

• New director appointed: Mr. Grawal.
• Independent Director re-appointed: Mr. Vikash Kulhriya.
• Company Secretary & Compliance Officer appointed: M/S Ja Bhatt & Ny.

Auditors

• No changes to statutory or secretarial auditors disclosed.

Material Related Party Transactions

• Related party transactions approved; counterparty and value not disclosed; nature: related party transactions.

AGM Details

• 43rd AGM held on 24 September 2026 via VC/OAVM; quorum met.

Item 1: Financial Statements

• Ordinary resolution to adopt standalone and consolidated financial statements for year ended March 31, 2026.

Item 2: Director Appointment

• Director re-appointment by rotation: retiring director offered himself for re-appointment.

Item 3: Secretarial Auditor Appointment

• Ordinary resolution to appoint M/S Jay Bhatt & Associates as Secretarial Auditor.

Item 4: Independent Director

• Re-appointment of Vikash Kulhriya as Independent Director for second term.

Item 5: Related Party Transactions

• Approval for related party transactions; no counterparty or value disclosed.

Overall outcomes

• All resolutions passed; in-favour percentages above 99.97%.

Director/KMP changes

• Appointment of M/s Jay Bhatt & Associates as Secretarial Auditor for 5 years from 24-09-2026 to FY2031-32.
• Profile: Jay Bhatt & Associates, Practicing Company Secretaries (COP 28320).
• Re-appointment of Mr. Vikash Kulhriya as Independent Director for second term from 24-09-2026 to FY2031-32.
• Profile: Vikash Kulhriya, Finance & Audit expert, experienced in statutory bank audits.

AGM Details

• Held on 24 September 2026 via VC/OAVM, 2:00 PM to 2:12 PM.
• E-voting window: 21 Sep 2026 09:00 AM to 23 Sep 2026 05:00 PM; voting ends 30 minutes post-meeting.
• Scrutinizer appointed: M/s Jay Bhatt & Associates for e-voting at AGM.
• 86 members attended via VC/OAVM; KMPs present: CFO and Company Secretary.

Resolutions placed

• Ordinary: Adoption of standalone and consolidated financial statements for FY 2025-26.
• Ordinary: Re-appointment of Girraj Kishor Agrawal by rotation.
• Special: Appointment of M/s Jay Bhatt & Associates as Secretarial Auditor.
• Special: Re-appointment of Vikash Kulhriya as Independent Director for second term.
• Ordinary: Approval for related party transactions.

Voting status

• Outcome pending for all resolutions; results to be announced within 48 hours.
• Results to be displayed on the company website and intimated to BSE.

Auditor appointments

• Secretarial auditor appointed: M/s Jay Bhatt & Associates; tenure not specified.

Director changes

• Re-appointment of Girraj Kishor Agrawal by rotation.
• Re-appointment of Vikash Kulhriya as Independent Director for second term.

Material related party transactions

• Approval for related party transactions.

Financials

• Standalone revenue 5,949.67 Lakhs, up from 4,348.27 Lakhs.
• Standalone PBT 1,239.85 Lakhs; prior year loss 1,754.45.
• Standalone PAT 662.53 Lakhs; prior year loss 598.37.
• Consolidated revenue 5,949.67 Lakhs; Consolidated PAT 1,132.51 Lakhs.
• Standalone EPS 0.74; Consolidated EPS 1.26.
• Net Owned Fund 6,566.79 Lakhs; Tier I CRAR 134.31%.
• Total assets (Standalone) 13,616.61 Lakhs; (Consolidated) 13,806.79 Lakhs.
• Authorized capital increased to Rs 203.30 Crore; paid-up capital Rs 8,957.77 Lakhs.
• Dividend: No dividend declared for FY 2025-26.

Operations & Segments

• Segment revenue: Commodity/Trading 1,083.25 Lakhs; Finance 4,639.908 Lakhs; Total 5,949.672 Lakhs.
• Segment PBT: Commodity 570.08; Finance 443.256; Total 1,013.336 Lakhs.
• CODM: MD/CEO; business lines are Lending & Securities Trading and Commodity/Trading.
• Inter-segment revenue: Nil; Net segment revenue equals total operating income 5,949.672 Lakhs.
• Seven employees on rolls as of 31-03-2026.

Capital & Shareholding

• Rights issue completed in 2024; 4,15,31,441 equity shares issued on 13-Jun-2024.
• Paid-up capital: Rs 8,957.77 Lakhs; Promoter group holding around 26.58%.
• Top holders (as of 31-Mar-2026): Prismx Global Ventures 23.12%, JR Seamless 15.46%, Handful Investrade 10.68%, Hunnar Jewels 10.48%.
• Dematerialised holdings: 87.20% with CDSL; 11.81% with NSDL; 0.99% physical.
• Standalone total equity 13,553.01 Lakhs; Consolidated total equity 13,743.19 Lakhs.

Governance

• Board of six directors; independent 3, executive 2 incl. CEO; one non-exec non-independent.
• Independent Directors: Vikash Kulhriya, Ashish Kachhara, Mayank Borana (appointed 29-08-2025).
• Committees: Audit; Nomination & Remuneration; Stakeholders Relationship; CSR.
• Eight Board meetings held in 2025-26; gaps not exceeding 120 days.
• Secretarial Auditor: M/s Jay Bhatt & Associates; five-year term commencing 2026-27, subject to approval.
• Board evaluated, Independent Directors met 28-Mar-2026; expressed satisfaction with information flow.

Audit & Compliance Flags

• Statutory auditor: M/s A K Kocchar & Associates; Secretarial auditor: M/s Jay Bhatt & Associates.
• NBFC-D; no public deposits; RBI-compliant; RBI 2025 Directions compliance noted.
• Auditors’ report on Consolidated Financial Statements is modified due to reliance on other auditors for associate Tilak Ventures.
• CARO 2020 disclosures tabled; no material pending litigations against the group.

Related Party Transactions

• Material Related Party Transactions require shareholder approval; threshold for 10% turnover.
• Remuneration to Tanu Agrawal: Rs 240.00 Lakhs; Girraj Kishor Agrawal: Rs 96.94 Lakhs.
• Remuneration to Prajna Naik: Rs 5.85 Lakhs; Amit Mehta: Rs 7.80 Lakhs.
• Saloni Agrawal: Rs 16.00 Lakhs; Handful Investrade loan: Rs 190 Lakhs; Hunnar Jewels conversion: Rs 721.50 Lakhs.
• Total related party borrowing cap: Rs 5.90 Crores per related party (FY 2026-27).

Outlook & Key Risks

• NBFC sector outlook: 13-17% credit growth; regulatory changes; RBI liquidity windows.
• Outlook for FY2026-27: diversify risk, stabilize asset quality; grow supply chain and structured finance.
• Key risks: liquidity risk, credit risk, interest-rate risk, regulatory risk, business risk.

AGM Schedule

• AGM scheduled for 24 September 2026 at 2:00 PM.
• Cut-off date for voting on AGM resolutions: 17 September 2026.
• Book closure from 18 to 24 September 2026.
• EVoting window opens on 21 September 2026 at 9:00 AM.
• EVoting closes on 23 September 2026 at 5:00 PM.

AGM Details

• The 43rd AGM will be held on 24 September 2026 at 02:00 PM IST via VC/OAVM.
• The deemed venue for the meeting is the company’s registered office.
• The Register of Members and Transfer Books will close from 18 to 24 September 2026.

Ordinary Resolutions

• The company will adopt standalone and consolidated financial statements for FY 2025-26.
• Mr. Girraj Kishor Agrawal will be re-appointed as Director, retiring by rotation.
• M/s Jay Bhatt & Associates will be appointed as Secretarial Auditor for five years.
• The company may approve related party transactions with specified parties up to 5.90 crore for 2026-27.

Special Resolutions

• Vikash Kulhriya re-appointed as Independent Director for a second term (2026–2031).

Director changes

• Girraj Kishor Agrawal re-appointed as Director, retiring by rotation.
• Vikash Kulhriya re-appointed as Independent Director for second term (2026–2031).

Secretarial Auditor

• Secretarial Auditor Jay Bhatt & Associates appointed for five-year term.
• Remuneration shall be fixed by the Board.

Board approvals and AGM preparations

• Board approved Directors' Report and annexures for FY 2025-26.
• Draft Notice for 43rd AGM to be held via VC/OAVM.
• Re-appointment of Mr. Girraj Kishor Agrawal as Director retiring by rotation.
• Approval of Secretarial Audit Report for FY 2025-26.
• Appointment of M/s. Jay Bhatt & Associates as Secretarial Auditors for 5 years.
• Appointment of M/s. Jay Bhatt & Associates as Scrutinizer for AGM.
• Approval of re-appointment of Vikash Kulhriya as independent director for second term.
• Approval of Related Party Transactions.
• Appointment of NSDL for e-voting facility at AGM.